Ocwen In Ongoing Negotiations to Refinance its Senior Unsecured Notes
October 31 2016 - 11:45PM
Ocwen Financial Corporation, (NYSE:OCN)
(“Ocwen” or the “Company”), a leading financial
services holding company, today announced that it is currently in
negotiations with certain holders of its 6.625% Senior Notes due
2019 (the “Outstanding Notes”) to exchange the Outstanding Notes at
par for new second lien notes (the “New Notes”) to be issued by the
Company’s subsidiary Ocwen Loan Servicing LLC (“OLS”) with an
interest rate of 8.375% per annum and maturing in November 2022.
The New Notes would be guaranteed by the Company and certain of its
subsidiaries and would be secured on a second priority basis with
the same collateral, subject to certain exceptions, that secures
OLS’s senior secured term loan. While negotiations are
ongoing, there can be no assurance that a final agreement will be
reached.
Ongoing discussions are being held with holders
representing approximately $230 million of the Outstanding Notes,
all of which have signed non-disclosure agreements with the Company
and qualify as either “qualified institutional buyers” under Rule
144A of the Securities Act of 1933, as amended (the “Securities
Act”) or non-U.S. persons who are outside of the United States. If
final agreement can be reached with such holders in the near term,
it is contemplated that OLS will promptly make an offer to all
eligible holders of Outstanding Notes to exchange their Outstanding
Notes for New Notes on the same terms. Such an offer would be made
only to those holders that are both (x) either (i) “qualified
institutional buyers” (“QIBs”) within the meaning of Rule 144A
under the Securities Act or (ii) not “U.S. persons” and are outside
of the United States within the meaning of Regulation S under the
Securities Act, and (y) “accredited investors” within the meaning
of Rule 501 under the Securities Act. The information included in
this press release is for purposes of complying with “cleansing”
requirements under the non-disclosure agreements described
above.
The New Notes have not been and will not be
registered under the Securities Act or the securities laws of any
state or other jurisdiction, and therefore may not be offered or
sold in the United States or to, or for the account or benefit of,
any United States person except pursuant to an exemption from the
registration requirements of the Securities Act and other
applicable securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any offer or sale of, any security in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
About Ocwen Financial
Corporation
Ocwen Financial Corporation is a financial
services holding company which, through its subsidiaries,
originates and services loans. We are headquartered in West Palm
Beach, Florida, with offices throughout the United States and in
the U.S. Virgin Islands and operations in India and the
Philippines. We have been serving our customers since 1988. We may
post information that is important to investors on our
website (www.Ocwen.com).
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements may be
identified by a reference to a future period or by the use of
forward-looking terminology.
Forward-looking statements by their nature
address matters that are, to different degrees, uncertain. Our
business has been undergoing substantial change which has magnified
such uncertainties. Readers should bear these factors in mind when
considering such statements and should not place undue reliance on
such statements. Forward-looking statements involve a number of
assumptions, risks and uncertainties that could cause actual
results to differ materially. In the past, actual results have
differed from those suggested by forward-looking statements and
this may happen again.
Important factors that could cause actual
results to differ materially from those suggested by the
forward-looking statements include, but are not limited to, the
following: our servicer and credit ratings as well as other actions
from various rating agencies, including the impact of downgrades of
our servicer and credit ratings; adverse effects on our business as
a result of regulatory investigations or settlements; reactions to
the announcement of such investigations or settlements by key
counterparties; increased regulatory scrutiny and media
attention, uncertainty related to claims, due to rumors or
otherwise, litigation and investigations brought by government
agencies and private parties regarding our servicing, foreclosure,
modification and other practices, including uncertainty related to
past, present or future investigations and settlements with state
regulators, the CFPB, State Attorneys General, the SEC, Department
of Justice or HUD and actions brought under the False Claims Act by
private parties on behalf of the United States of America regarding
incentive and other payments made by governmental entities; any
adverse developments in existing legal proceedings or the
initiation of new legal proceedings; our ability to effectively
manage our regulatory and contractual compliance obligations; our
ability to contain and reduce our operating costs, including our
ability to successfully execute on our cost improvement initiative;
the adequacy of our financial resources, including our sources of
liquidity and ability to sell, fund and recover advances, repay
borrowings and comply with debt covenants, including the financial
and other covenants contained in them; volatility in our stock
price; the characteristics of our servicing portfolio, including
prepayment speeds along with delinquency and advance rates; our
ability to successfully modify delinquent loans, manage
foreclosures and sell foreclosed properties; uncertainty related to
legislation, regulations, regulatory agency actions, government
programs and policies, industry initiatives and evolving best
servicing practices; as well as other risks detailed in Ocwen’s
reports and filings with the Securities and Exchange Commission
(SEC), including its annual report on Form 10-K for the year ended
December 31, 2015 and its current and quarterly reports since such
date. Anyone wishing to understand Ocwen’s business should review
its SEC filings. Ocwen’s forward-looking statements speak only as
of the date they are made and, we disclaim any obligation to update
or revise forward-looking statements whether as a result of new
information, future events or otherwise.
FOR FURTHER INFORMATION CONTACT:
Investors: |
|
Media: |
Stephen Swett |
|
John Lovallo |
|
Dan Rene |
T: (203) 614-0141 |
|
T: (917) 612-8419 |
|
T: (202) 973 -1325 |
E:
shareholderrelations@ocwen.com |
|
E:
jlovallo@levick.com |
|
E:drene@levick.com |
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